Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Person who signs the Xxxxxxxx-Xxxxx Certification for the Trust or any Other Securitization Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Xxxxxxxx-Xxxxx back-up certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this S...
Xxxxxxxx-Xxxxx Certification. A written certification signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified or superseded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of the required certification as of the Closing Date, the Xxxxxxxx-Xxxxx Certification shall be as agreed to by the Master Servicer, the Depositor and the Seller following a negotiation in good faith to determine how to comply with any such new requirements.
Xxxxxxxx-Xxxxx Certification. A written certification covering the activities of all Servicing Function Participants and signed by an officer of the Exchange Act Signing Party that complies with Section 302 of the Xxxxxxxx-Xxxxx Act, as amended from time to time.
Xxxxxxxx-Xxxxx Certification. Each Form 10-K shall include the Xxxxxxxx-Xxxxx Certification, which shall be signed by the senior officer of the Master Servicer in charge of the master servicing function on behalf of the Trust. The Servicer, the Securities Administrator and the Master Servicer shall provide, and each of them shall cause any Servicing Function Participant engaged by it to provide, to the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”), by March 10 (with a 5 calendar day cure period) of each year in which the Trust is subject to the reporting requirements of the Exchange Act and otherwise within a reasonable period of time upon request, a certification (each, a “Back-Up Certification”), in the form attached hereto as Exhibit G, upon which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. In the event the Servicer, the Master Servicer, the Securities Administrator or any Servicing Function Participant engaged by such parties is terminated or resigns pursuant to the terms of this Agreement or any applicable sub-servicing agreement, as the case may be, such party shall provide a Back-Up Certification to the Certifying Person pursuant to this Section 8.03 with respect to the period of time it was subject to this Agreement or any applicable sub-servicing agreement, as the case may be.
Xxxxxxxx-Xxxxx Certification. A written certification signed by an officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx Act is amended, (b) the Rules referred to in clause (ii) are modified or superseded by any subsequent statement, rule or regulation of the Commission or any statement of a division thereof, or (c) any future releases, rules and regulations are published by the Commission from time to time pursuant to the Xxxxxxxx-Xxxxx Act, which in any such case affects the form or substance of the required certification and results in the required certification being, in the reasonable judgment of the Master Servicer, materially more onerous than the form of certification required as of the Closing Date, the Xxxxxxxx-Xxxxx Certification shall be as agreed to by the Master Servicer and the Depositor following a negotiation in good faith to determine how to comply with any such new requirements.
Xxxxxxxx-Xxxxx Certification. A. Owner may, in connection with its or any of its Affiliate’s annual or quarterly Securities and Exchange Commission reporting requirements (and in any event no more than four (4) times in any Fiscal Year), request that Manager deliver to Owner or its Affiliate a certificate from an accounting officer of Manager, in a form approved by Manager’s accounting firm, certifying that, to his or her knowledge, the information contained in the Accounting Period Statements for the Accounting Periods contained within the applicable Fiscal Year or quarter are true and correct in all material respects, subject to final adjustment based on the annual review conducted by Manager in preparing the Annual Operating Statement. Owner shall submit such request in writing, along with the date by which such certificate is to be delivered, not less than five (5) business days prior to the requested delivery date, and Manager shall deliver the certificate by the requested date or, if later, within five (5) business days after Manager’s receipt of Owner’s request.
Xxxxxxxx-Xxxxx Certification. The certification delivered by each Servicing Function Participant pursuant to Section 11.08.
Xxxxxxxx-Xxxxx Certification. Each Form 10-K with respect to the Trust shall include a Xxxxxxxx-Xxxxx Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and
Xxxxxxxx-Xxxxx Certification. Each Form 10-K shall include a Xxxxxxxx-Xxxxx Certification required to be included therewith pursuant to the Xxxxxxxx-Xxxxx Act. The senior officer of the Master Servicer in charge of the master servicing function shall sign the Xxxxxxxx-Xxxxx Certification and shall serve as the Certifying Person on behalf of the Trust. The respective parties hereto agree to cooperate with all reasonable requests made by any Person involved in the preparation and/or filing a Form 10-K on behalf of the Trust (each a “Certifying Person”) and each Person from whom the Trust must obtain a Xxxxxxxx-Xxxxx Certification (each a “Certification Party”) in connection with such Person’s attempt to conduct any due diligence that such Person reasonably believes to be appropriate in order to allow it to deliver any Xxxxxxxx-Xxxxx Certification or portion thereof with respect to the Trust Fund.
Xxxxxxxx-Xxxxx Certification. The Subservicer shall deliver to KRECM, no later than March 5 (or if such day is not a Business Day, then the immediately succeeding Business Day, with no cure period) of each year (commencing in 2013) in which any Trust is subject to the reporting requirements of the Exchange Act for the preceding fiscal year (and otherwise within a reasonable period of time upon request), a certification in the form attached hereto as Exhibit F (a “Performance Certification”), on which KRECM and KRECM’s officers, directors, members, managers, employees, agents and Affiliates (collectively, the “Certification Parties”) can reasonably rely. The Subservicer shall, if it is terminated or resigns pursuant to the terms of this Agreement, provide a Performance Certification to KRECM with respect to the period of time it was subject to this Agreement. Pursuant to the provisions in the applicable PSA, each Performance Certification shall include (x) a reasonable reliance statement by the Subservicer enabling the Certification Parties to rely upon each (i) annual compliance statement, (ii) annual report on assessment of compliance with the Servicing Criteria and (iii) registered public accounting firm attestation report and (y) a certification that each such annual report on assessment of compliance discloses any material instances of noncompliance described to the Subservicer’s registered public accounting firm to enable such accountants to render the attestation.
